UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL … · 2018. 8. 9. · YELLOW PAGES LIMITED...

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YELLOW PAGES LIMITED SECOND QUARTER REPORT 2018 1 UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF YELLOW PAGES LIMITED June 30, 2018 and 2017 Table of contents Interim Condensed Consolidated Statements of Financial Position 2 Interim Condensed Consolidated Statements of Income (Loss) 3 Interim Condensed Consolidated Statements of Comprehensive Income (Loss) 4 Interim Condensed Consolidated Statements of Changes in Equity 5 Interim Condensed Consolidated Statements of Cash Flows 6 Notes to the Interim Condensed Consolidated Financial Statements 7-23

Transcript of UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL … · 2018. 8. 9. · YELLOW PAGES LIMITED...

Page 1: UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL … · 2018. 8. 9. · YELLOW PAGES LIMITED SECOND QUARTER REPORT 2018 2 Interim Condensed Consolidated Statements of Financial

YELLOW PAGES LIMITED SECOND QUARTER REPORT 2018 1

UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF YELLOW PAGES LIMITED

June 30, 2018 and 2017

Table of contents

Interim Condensed Consolidated Statements of Financial Position 2

Interim Condensed Consolidated Statements of Income (Loss) 3

Interim Condensed Consolidated Statements of Comprehensive Income (Loss) 4

Interim Condensed Consolidated Statements of Changes in Equity 5

Interim Condensed Consolidated Statements of Cash Flows 6

Notes to the Interim Condensed Consolidated Financial Statements 7-23

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YELLOW PAGES LIMITED SECOND QUARTER REPORT 2018 2

Interim Condensed Consolidated Statements of Financial Position (in thousands of Canadian dollars – Unaudited)

As at June 30, 2018 December 31, 2017 January 1, 2017 ASSETS (Restated – Note 2) (Restated – Note 2) CURRENT ASSETS Cash $ 64,984 $ 46,405 $ 17,260 Trade and other receivables (Note 3) 153,807 187,524 191,067 Prepaid expenses 8,437 8,760 8,934 Deferred publication costs 2,908 3,977 4,524 Income taxes receivable 3,314 3,214 3,057 Assets held for sale (Note 4) 63,783 TOTAL CURRENT ASSETS 297,233 249,880 224,842 NON-CURRENT ASSETS

Deferred commissions (Note 5) 12,633 16,879 19,955 Financial and other assets (Note 16) 7,044 13,338 4,008 Investment in jointly controlled entity 1,157 Property and equipment 44,435 50,966 35,864 Right-of-use assets 38,721 50,644 40,937 Net investment in sublease 4,641 Intangible assets 136,950 193,352 740,932 Goodwill 26,829 45,342 Deferred income taxes 2,621 2,487 49,447

TOTAL NON-CURRENT ASSETS 247,045 354,495 937,642 TOTAL ASSETS $ 544,278 $ 604,375 $ 1,162,484 LIABILITIES AND EQUITY CURRENT LIABILITIES Trade and other payables $ 52,500 $ 83,627 $ 79,494 Provisions 33,195 45,251 51,684 Deferred revenues (Note 3) 4,932 7,530 8,131

Current portion of lease obligations (Note 6) 5,012 1,888 9,045 Current portion of senior secured notes (Note 7) 114,000 54,939 75,161 Liabilities held for sale (Note 4) 16,680

TOTAL CURRENT LIABILITIES 226,319 193,235 223,515 NON-CURRENT LIABILITIES

Provisions 2,431 8,380 3,343 Deferred income taxes 30,270 24,102 7,108 Post-employment benefits (Note 10) 132,209 143,372 154,172 Lease obligations (Note 6) 75,106 84,291 52,607 Senior secured notes (Note 7) 165,154 253,959 234,508 Exchangeable debentures (Note 8) 95,094 94,067 92,174

TOTAL NON-CURRENT LIABILITIES 500,264 608,171 543,912 TOTAL LIABILITIES 726,583 801,406 767,427 CAPITAL AND RESERVES 6,596,757 6,595,521 6,597,891 DEFICIT (6,779,062) (6,792,552) (6,202,834) TOTAL DEFICIENCY (182,305) (197,031) 395,057 TOTAL LIABILITIES AND DEFICIENCY $ 544,278 $ 604,375 $ 1,162,484

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

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YELLOW PAGES LIMITED SECOND QUARTER REPORT 2018 3

Interim Condensed Consolidated Statements of Income (Loss) (in thousands of Canadian dollars, except share and per share information – Unaudited)

For the three and six-month periods ended June 30, 2018 2017 2018 2017

(Restated – Note 2) (Restated – Note 2) Revenues $ 163,212 $ 193,515 $ 322,526 $ 373,723 Operating costs 105,990 143,573 217,371 282,247 Income from operations before depreciation and amortization, and restructuring and other

charges (recovery) 57,222 49,942 105,155 91,476 Depreciation and amortization 19,202 29,262 40,086 56,845 Restructuring and other charges (recovery) (Note 9) (1,754) 2,778 9,444 10,064 Income from operations 39,774 17,902 55,625 24,567 Financial charges, net (Note 14) 13,977 12,808 28,139 25,233 Loss on sale of subsidiaries (Notes 4 and 15) 903 903 Earnings (loss) before income taxes and loss from investment in a jointly controlled entity 24,894 5,094 26,583 (666) Provision for income taxes 8,248 2,344 10,856 1,312 Loss from investment in a jointly controlled entity 362 721 Net earnings (loss) $ 16,646 $ 2,388 $ 15,727 $ (2,699) Basic earnings (loss) per share $ 0.63 $ 0.09 $ 0.60 $ (0.10)

Weighted average shares outstanding – basic earnings (loss) per share (Note 11) 26,446,467 26,663,288 26,386,176 26,554,212 Diluted earnings (loss) per share $ 0.56 $ 0.09 0.57 $ (0.10)

Weighted average shares outstanding – diluted earnings (loss) per share (Note 11) 33,205,690 28,075,306 27,520,977 26,554,212

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

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Interim Condensed Consolidated Statements of Comprehensive Income (Loss) (in thousands of Canadian dollars – Unaudited)

For the three and six-month periods ended June 30, 2018 2017 2018 2017

(Restated – Note 2) (Restated – Note 2)Net earnings (loss) $ 16,646 $ 2,388 $ 15,727 $ (2,699) Other comprehensive income (loss): Items that will be reclassified subsequently to net earnings (loss) Net change in fair value of derivatives designated as cash flow hedges (382) (782)Reclassification to earnings of derivatives designated as cash flow hedges (302) (401)Income taxes relating to items that will be reclassified subsequently to net earnings (loss) 184 317

(500) (866) Items that will not be reclassified subsequently to net earnings (loss) Net change in fair value of equity investments reported in other comprehensive income

(“FVOCI”) (Note 16) (5,514) Actuarial gains (losses) (Note 10) 7,977 (15,542) 10,752 (5,127)Income taxes relating to items that will not be reclassified subsequently to net earnings (2,148) 4,175 (2,875) 1,377

5,829 (11,367) 2,363 (3,750)Other comprehensive income (loss) 5,829 (11,867) 2,363 (4,616)

Total comprehensive income (loss) $ 22,475 $ (9,479) $ 18,090 $ (7,315)

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

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Interim Condensed Consolidated Statements of Changes in Equity (in thousands of Canadian dollars – Unaudited)

For the six-month periods ended June 30, 2018

Shareholders’capital

(Note 10) Restricted

shares Warrants

Compound financial

instruments1

Stock-based compensation

and other reserves

Reduction of capital

reserve Total capital

and reserves Deficit Total

deficiency Balance, December 31, 2017, as

previously reported $ 4,031,685 $ (27,572) $ 1,456 $ 3,619 $ 129,280 $ 2,457,053 $ 6,595,521 $ (6,814,317) $ (218,796)Adjustment for IFRS 15 (Note 2) 28,898 28,898 Adjustment for IFRS 16 (Note 2) (7,133) (7,133) Restated balance,

December 31, 2017 4,031,685 (27,572) 1,456 3,619 129,280 2,457,053 6,595,521 (6,792,552) (197,031)Adjustment for IFRS 9 (Note 2) (4,600) (4,600) Restated balance,

January 1, 2018 4,031,685 (27,572) 1,456 3,619 129,280 2,457,053 6,595,521 (6,797,152) (201,631)Other comprehensive income 2,363 2,363 Net earnings 15,727 15,727 Total comprehensive income 18,090 18,090 Restricted shares settled 3,749 (3,749) Restricted shares (Note 13) 1,005 1,005 1,005 Stock options (Note 13) 231 231 231 Balance, June 30, 2018 $ 4,031,685 $ (23,823) $ 1,456 $ 3,619 $ 126,767 $ 2,457,053 $ 6,596,757 $ (6,779,062) $ (182,305)

2017

Shareholders’

capital Restricted

shares Warrants

Compound financial

instruments1

Stock-based compensation

and other reserves

Reduction of capital

reserve Total capital

and reserves Deficit Total equity Balance, December 31, 2016, as

previously reported $ 4,031,685 $ (31,848) $ 1,456 $ 3,619 $ 135,926 $ 2,457,053 $ 6,597,891 $ (6,228,987) $ 368,904 Adjustment for IFRS 15 (Note 2) 31,042 31,042 Adjustment for IFRS 16 (Note 2) (4,889) (4,889) Restated balance at December 31,

2016 and January 1, 2017 4,031,685 (31,848) 1,456 3,619 135,926 2,457,053 6,597,891 (6,202,834) 395,057 Other comprehensive loss (866) (866) (3,750) (4,616)Restated net loss (Note 2) (2,699) (2,699)Restated total comprehensive loss (866) (866) (6,449) (7,315) Restricted shares settled 6,409 (6,409) Restricted shares (Note 13) (3,129) 2,935 (194) (194)Stock options (Note 13) 283 283 283 Restated balance, June 30, 2017 $ 4,031,685 $ (28,568) $ 1,456 $ 3,619 $ 131,869 $ 2,457,053 $ 6,597,114 $ (6,209,283) $ 387,831

¹ The equity component of the exchangeable debentures presented above is net of income taxes of $1.3 million (2017 - $1.3 million). The accompanying notes are an integral part of these interim condensed consolidated financial statements.

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Interim Condensed Consolidated Statements of Cash Flows (in thousands of Canadian dollars – Unaudited)

For the six-month periods ended June 30, 2018 2017 (Restated – Note 2)OPERATING ACTIVITIES

Net earnings (loss) $ 15,727 $ (2,699)Adjusting items

Stock-based compensation expense equity settled 1,236 3,218 Depreciation and amortization 40,086 56,845 Restructuring and other charges 9,444 10,064 Financial charges, net 28,139 25,233 Loss on sale of subsidiaries 903 Provision for income taxes 10,856 1,312 Loss from investment in a jointly controlled entity 721

Change in operating assets and liabilities 480 615 Funding of post-employment benefit plans in excess of costs (4,086) (5,498)Restructuring and other charges paid (20,826) (13,689)Interest paid (24,820) (21,444)Income taxes paid, net (157) (51)

56,982 54,627 INVESTING ACTIVITIES

Additions to intangible assets (8,176) (19,102)Additions to property and equipment (1,072) (7,979)Lease incentives received 3,437 338 Payments received from net investment in sublease 182 Proceeds on sale of subsidiaries 750 Purchase of available-for-sale investments (5,453)Investment in a jointly controlled entity (530) (4,879) (32,726)

FINANCING ACTIVITIES Repayment of senior secured notes (30,244) (17,421)Purchase of restricted shares (Note 13) (3,129)Payment of lease obligations (3,280) (4,024)

(33,524) (24,574)NET INCREASE (DECREASE) IN CASH 18,579 (2,673)CASH, BEGINNING OF YEAR 46,405 17,260 CASH, END OF PERIOD $ 64,984 $ 14,587

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

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Notes to the Interim Condensed Consolidated Financial Statements – June 30, 2018 (all tabular amounts are in thousands of Canadian dollars, except share information - Unaudited)

YELLOW PAGES LIMITED SECOND QUARTER REPORT 2018 7

1. Description Yellow Pages Limited, through its subsidiaries, offers local and national businesses access to digital and print media and marketing solutions to reach consumers in all the provinces and territories of Canada. References herein to Yellow Pages Limited (or the “Company”) represent the financial position, financial performance, cash flows and disclosures of Yellow Pages Limited and its subsidiaries on a consolidated basis.

Yellow Pages Limited’s registered head office is located at 1751 Rue Richardson, Montreal, Québec, Canada, H3K 1G6 and the common shares of Yellow Pages Limited are listed on the Toronto Stock Exchange (“TSX”) under the symbol “Y”.

The Board of Directors (the “Board”) approved the interim condensed consolidated financial statements for the three and six-month periods ended June 30, 2018 and 2017 and authorized their publication on August 9, 2018.

2. Basis of presentation 2.1 Statement of compliance These interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standards (“IAS”) 34 – Interim Financial Reporting and do not include all of the information required for full annual financial statements. The accounting policies and methods of computation applied in these interim condensed consolidated financial statements are consistent with International Financial Reporting Standards (“IFRS”) and are the same as those applied by Yellow Pages Limited in its audited consolidated financial statements as at and for the years ended December 31, 2017 and 2016, except for new standards adopted from January 1, 2018 as described below. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the years ended December 31, 2017 and 2016.

2.2 Standards, interpretations and amendments to published standards adopted with no effect on the interim condensed consolidated financial statements

The following revised standards are effective for annual periods beginning on January 1, 2018 and their adoption has not had any impact on the amounts reported in these interim condensed consolidated financial statements but may affect the accounting for future transactions or arrangements:

Amendments to IFRS 2 Share-based Payment

In June 2016, the International Accounting Standards Board (“IASB”) published amendments to IFRS 2 Share-based Payment. The amendments clarify that the accounting for the effects of vesting and non-vesting conditions on cash-settled share-based payments follow the same approach as for equity-settled share-based payments. The amendments also clarify the classification of share-based payment transactions with net settlement features as well as require additional disclosures for these transactions. They are effective for annual periods beginning on or after January 1, 2018, applied prospectively, with earlier adoption permitted. The amendments to IFRS 2 did not have a significant impact on the consolidated financial statements of Yellow Pages Limited.

IFRIC 22 Foreign Currency Transactions and Advance Consideration

In December 2016, the IASB issued an interpretation paper IFRIC 22 – Foreign Currency Transactions and Advance Consideration. This interpretation paper clarifies that the foreign exchange rate applicable to transactions involving advance consideration paid or received is the rate at the date that the advance consideration is paid or received and a non-monetary asset or liability is recorded, and not the later date at which the related asset or liability is recognized in the financial statements. This interpretation is applicable for annual periods beginning on or after January 1, 2018, and can be applied either prospectively or retrospectively, at the option of the entity. IFRIC 22 did not have a significant impact on the consolidated financial statements of Yellow Pages Limited. 2.3 Standards, interpretations and amendments to published standards adopted with an effect on the interim condensed consolidated

financial statements IFRS 15 Revenue from Contracts with Customers

Yellow Pages Limited has applied IFRS 15 Revenue from Contracts with Customers effective for annual reporting periods beginning on or after January 1, 2018. Under IFRS 15, revenues from print products are recognized upon delivery of the print directories instead of over the term of the publication period of twelve months

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Notes to the Interim Condensed Consolidated Financial Statements – June 30, 2018 (all tabular amounts are in thousands of Canadian dollars, except share information - Unaudited)

YELLOW PAGES LIMITED SECOND QUARTER REPORT 2018 8

(adjustment a). Similarly, publication costs and commissions will be deferred and recognized upon delivery of the publication (adjustment b). Previously, the deferred publication costs and commissions were deferred and amortized over the economic life of the directory, digital products and services. The recognition of revenue for the digital products has not been materially impacted by the adoption of this standard and will continue to be recognized into income on a monthly basis from the point at which service is first provided over the life of the contract. Certain revenues, such as website and video design fees, continue to be recognized upon completion of the design of the website and video. Applying the practical expedient under IFRS 15, the Company recognizes as an expense the commissions paid to media account consultants for contract renewals with revenue recognized over one year or less. However, costs to obtain contracts relating to the commission fees paid to media account consultants as a result of obtaining new sales contracts are amortized on a straight-line basis over a two-year period as this reflects the expected period of benefit (adjustment c). Yellow Pages Limited has applied IFRS 15 in accordance with the full retrospective approach.

The amount of adjustment for each financial statement line item affected by the application of IFRS 15 for the prior periods is presented below.

Impact of the application of IFRS 15

Impact on net (liabilities) assets as at:

Adjustment note December 31, 2017 January 1, 2017

Net (liabilities) assets¹ as previously reported $ (218,796) $ 368,904 Differences increasing (decreasing) net assets (liabilities) Trade and other receivables (a) 63,473 76,213 Deferred publication costs (b) (49,602) (56,620) Deferred commissions (previously presented in deferred publication costs) (c) 10,102 12,019 Deferred revenues (a) 7,211 10,796 Deferred income taxes (2,286) (11,366)Net (liabilities) assets $ (189,898) $ 399,946

¹ Represents total assets less total liabilities as presented in the consolidated statements of financial position.

Impact on net earnings for the three and six-month periods ended June 30, 2017:

Adjustment note Three-month period ended

June 30, 2017Six-month period ended

June 30, 2017

Net earnings as previously reported $ 820 $ 1,478 Differences increasing (decreasing) reported net earnings (loss) Revenues (a) 2,296 (7,004)Operating costs (b), (c) 492 2,213 Provision for income taxes (757) 1,287 Net earnings (loss) $ 2,851 $ (2,026)

Impact on basic earnings per share for the three and six-month periods ended June 30, 2017:

Three-month period ended

June 30, 2017Six-month period ended

June 30, 2017

Basic earnings per share as previously reported $ 0.03 $ 0.06 IFRS 15 0.08 (0.13)Basic earnings (loss) per share $ 0.11 $ (0.07)

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Notes to the Interim Condensed Consolidated Financial Statements – June 30, 2018 (all tabular amounts are in thousands of Canadian dollars, except share information - Unaudited)

YELLOW PAGES LIMITED SECOND QUARTER REPORT 2018 9

Impact on diluted earnings (loss) per share for the three and six-month periods ended June 30, 2017:

Three-month period ended

June 30, 2017Six-month period ended

June 30, 2017

Diluted earnings per share as previously reported $ 0.03 $ 0.05 IFRS 15 0.08 (0.12)Diluted earnings (loss) per share $ 0.11 $ (0.07)

The application of IFRS 15 resulted in a $31.0 million reduction of the Company’s deficit, and an increase in total equity of $31.0 million as at January 1, 2017.

There was no impact on other comprehensive income (loss) as at June 30, 2017 and December 31, 2017 associated with the application of IFRS 15.

IFRS 16 Leases

Yellow Pages Limited has early adopted IFRS 16 Leases on January 1, 2018, which is effective for annual reporting periods beginning on or after January 1, 2019. Previously, the Company classified leases as operating or finance leases based on its assessment of whether the lease transferred significantly all of the risks and rewards incidental to ownership of the underlying asset to the Company and classified operating lease payments as operating costs. Under IFRS 16, a lessee is required to recognize a right-of-use asset representing its right to use the underlying leased asset (adjustment a) and a lease obligation representing its obligation to make lease payments (adjustment b). The right-of-use asset is initially measured at cost and subsequently depreciated. Initial measurement of costs is determined by the amount of the initial measurement of the lease obligations, less any lease inducements receivable and any lease payments made at or before the commencement date, plus any initial direct costs, and any restoration costs. The lease obligation is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. The Company uses its incremental borrowing rate as the discount rate. The lease obligation is measured at amortized cost using the effective interest rate method and is subsequently adjusted for interest and lease payments. Onerous leases previously accrued in provisions are now impairing right-of-use assets (adjustment c). Yellow Pages Limited has applied IFRS 16 in accordance with the full retrospective approach.

On transition to IFRS 16, the Company elected to apply the practical expedient to grandfather the assessment of which transactions are leases. It applied IFRS 16 only to contracts that were previously identified as leases. Contracts that were not identified as leases under previous standards were not reassessed for whether there is a lease. Therefore, the definition of a lease under IFRS 16 was applied only to contracts entered into or changed on or after January 1, 2018.

Under IFRS 16, the Company is required to assess the classification of a sublease as a finance or operating lease, with reference to the right-of-use asset and not the underlying asset. The Company assessed and classified its sublease as a finance lease under IFRS 16, and therefore derecognized the right-of-use asset relating to the head lease being sublet, and recognized a lease receivable equal to the net investment in the sublease, retained the previously recognized lease obligation in its capacity as lessee, recognized the related interest expense thereafter, and recognized interest income on the sublease receivable in its capacity as finance lessor.

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Notes to the Interim Condensed Consolidated Financial Statements – June 30, 2018 (all tabular amounts are in thousands of Canadian dollars, except share information - Unaudited)

YELLOW PAGES LIMITED SECOND QUARTER REPORT 2018 1 0

The amount of adjustment for each financial statement line item affected by the application of IFRS 16 for the prior periods is presented below.

Impact of the application of IFRS 16

Impact on net (liabilities) assets as at:

Adjustment note December 31, 2017 January 1, 2017

Net (liabilities) assets as previously reported $ (218,796) $ 368,904 Differences increasing (decreasing) net assets (liabilities) Property and equipment (reclassification of pre-IFRS 16 right-of-use assets) (a) (195) (330) Right-of-use assets (a) 50,644 40,937 Provisions (c) 8,299 2,310 Long-term debt (reclassification of pre-IFRS 16 lease obligations) (b) 215 359 Lease obligations (b) (86,179) (61,652)Deferred lease inducements (a), (b) 17,749 11,821 Deferred income taxes 2,334 1,666 Net (liabilities) assets $ (225,929) $ 364,015

Impact on net earnings for the three and six-month periods ended June 30, 2017:

Adjustment note Three-month period ended

June 30, 2017 Six-month period ended

June 30, 2017

Net earnings as previously reported $ 820 $ 1,478 Differences increasing (decreasing) reported net earnings (loss) Operating costs (b) 2,729 5,367 Depreciation and amortization (a) (1,916) (3,719)Financial charges, net (b) (1,479) (2,574)Provision for income taxes 203 253 Net earnings $ 357 $ 805

Impact on basic earnings per share for the three and six-month periods ended June 30, 2017:

Three-month period ended

June 30, 2017 Six-month period ended

June 30, 2017

Basic earnings per share as previously reported $ 0.03 $ 0.06 IFRS 16 (0.02) (0.03)Basic earnings per share $ 0.01 $ 0.03

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Notes to the Interim Condensed Consolidated Financial Statements – June 30, 2018 (all tabular amounts are in thousands of Canadian dollars, except share information - Unaudited)

YELLOW PAGES LIMITED SECOND QUARTER REPORT 2018 1 1

Impact on diluted earnings per share for the three and six-month periods ended:

Three-month period ended

June 30, 2017 Six-month period ended

June 30, 2017

Diluted earnings per share as previously reported $ 0.03 $ 0.05 IFRS 16 (0.02) (0.03)Diluted earnings per share $ 0.01 $ 0.02

The application of IFRS 16 resulted in a $4.9 million increase of the Company’s deficit, and a decrease in total equity of $4.9 million as at January 1, 2017.

There was no impact on other comprehensive income (loss) as at June 30, 2017 and December 31, 2017 associated with the adoption of IFRS 16.

IFRS 9 Financial Instruments

In July 2014, the IASB issued the final version of IFRS 9 - Financial Instruments. IFRS 9 replaces the requirements in IAS 39 - Financial Instruments: Recognition and Measurement. IFRS 9 introduces new requirements for the classification and measurement of financial assets and liabilities, impairment for financial assets and general hedge accounting. The adoption of IFRS 9 has not had a significant effect on the Company’s accounting policies related to financial liabilities. The impact of IFRS 9 on the classification and measurement of financial assets is set out below. The Company has taken an exemption not to restate comparative information for prior periods with respect to classification and measurement (including impairment) requirements. Differences in the carrying amounts of financial assets and financial liabilities resulting from the adoption of IFRS 9 are recognized in deficit as at January 1, 2018. Accordingly, the information presented for 2017 does not reflect the requirements of IFRS 9 but rather those of IAS 39. The classification and measurement of financial assets is determined on the basis of the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity financial assets are subsequently measured at fair value through profit or loss unless the Company has made an irrevocable election to measure them at fair value through other comprehensive income. The change in fair value of equity financial assets designated as such shall not be subsequently transferred to profit or loss upon their disposal. On transition to IFRS 9, the Company has made the irrevocable election to present fair value gains and losses on equity investments in other comprehensive income (“OCI”). The following table explains the original measurement categories under IAS 39 and the new measurement categories under IFRS 9 for each class of the Company’s financial assets as at January 1, 2018. There were no changes to the measurement categories under IFRS 9 for the Company’s financial liabilities as at January 1, 2018 and therefore the Company’s financial liabilities are not presented in the table below. As at January 1, 2018 Original classification

under IAS 39 New Classification under

IFRS 9 Original Carrying amount

under IAS 39 New carrying amount

under IFRS 9 Financial assets Cash Loans and receivables Amortized cost $ 46,405 $ 46,405 Trade and other receivables Loans and receivables Amortized cost 124,051 119,451 Investments Available-for-sale FVOCI – equity instrument 5,502 5,502 Total $ 175,958 $ 171,358 In relation to the impairment of financial assets, IFRS 9 requires an expected credit loss model as opposed to an incurred credit loss model under IAS 39. The expected credit loss model requires the Company to account for expected credit losses (“ECL”) and changes in those expected credit losses at each reporting date to reflect changes in credit risk since initial recognition of the financial assets. Therefore, it is no longer necessary for a credit event to have occurred before credit losses are recognized. For trade receivables and contract assets, the Company applied the simplified approach permitted under IFRS 9, which requires lifetime ECL to be recognized from initial recognition. While cash and other receivables are also subject to the impairment requirements under IFRS 9, the identified expected credit loss was immaterial.

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Notes to the Interim Condensed Consolidated Financial Statements – June 30, 2018 (all tabular amounts are in thousands of Canadian dollars, except share information - Unaudited)

YELLOW PAGES LIMITED SECOND QUARTER REPORT 2018 1 2

At each reporting date, the Company assesses whether financial assets are credit impaired. The Company will consider a financial asset to be in default when the indebted party is unlikely to pay its obligations to the Company in full, without recourse by the Company to actions such as realizing security (if any). The Company elected to consider that default does not occur when a financial asset is 90 days past due as the Company has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate and that default risk is not necessarily increased. In assessing whether an indebted party is in default, the Company will consider indicators that are qualitative (e.g. breach of conditions), quantitative (e.g. overdue status), and data developed internally and obtained from external sources. Inputs into the assessment of whether a financial asset is in default and their significance may vary over time to reflect circumstances. For assets in the scope of IFRS 9 impairment model, expected credit losses are generally expected to increase. The Company has determined that the application of IFRS 9’s impairment requirements as at January 1, 2018 results in an additional expected credit loss allowance as follows. Loss allowance at December 31, 2017 under IAS 39 $ 17,064 Additional expected credit loss allowance recognized as at January 1, 2018 on: Trade and other receivables as at January 1, 2018 2,800 Contract assets recognized on adoption of IFRS 15 1,800 Expected credit loss allowance at January 1, 2018 under IFRS 9 $ 21,664

2.4 Standards, interpretations and amendments to published standards that are issued but not yet effective IFRIC 23 Uncertainty over Income Tax Treatments

In June 2017, the IASB issued an interpretation paper IFRIC 23 – Uncertainty over Income Tax Treatments. This interpretation paper clarifies that in determining its taxable profit or loss when there is uncertainty over income tax treatments, an entity must use judgment and apply the tax treatment that is most likely to be accepted by the tax authorities. In assessing the likelihood that the tax treatment will be accepted, the entity assumes that the tax treatment will be examined by the relevant tax authorities having full knowledge of all relevant information. This interpretation is applicable for annual periods beginning on or after January 1, 2019, with early adoption accepted. Yellow Pages is evaluating the impact this interpretation paper will have on its consolidated financial statements.

3. Contract assets and liabilities

The following table provides information about contract assets which are included in trade and other receivables.

As at June 30, 2018 December 31, 2017

(Restated – Note 2) January 1, 2017

(Restated – Note 2)

Contract assets $ 63,789 $ 68,473 $ 81,213 Less provisions for impairment 1,561 1,677 1,989 Contract asset net of provisions for impairment $ 62,228 $ 66,796 $ 79,224

The contract assets which are included in trade and other receivables consist of payments for print products on delivered directories that are not yet due from the customer and represent the Company’s right to consideration for the services rendered. Any amount previously recognized as a contract asset is reclassified to trade and other receivables at the point at which it is invoiced to the customer.

The contract liabilities consist of deferred revenues which primarily relate to the advance consideration received from customers for which revenue is recognized over time.

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4. Disposal group held for sale

The assets and liabilities of ComFree/Du Proprio network (“CFDP”), part of the Real Estate segment, have been classified as held for sale following the commitment from management in June 2018 to sell the shares in the business. The sale was completed on July 6, 2018.

As at June 30, 2018, the disposal group comprised assets of $63.8 million and liabilities of $16.7 million, detailed as follows:

Assets held for sale

Trade and other receivables $ 3,597 Prepaid expenses 419 Deferred publication costs 520 Property and equipment 1,014 Right-of-use assets 996 Intangible assets 30,725 Goodwill 25,828 Deferred income taxes 684 $ 63,783 Liabilities held for sale

Trade and other payables $ 3,124 Income taxes payable 555 Provisions 2,102 Deferred revenues 2,119 Deferred income taxes 7,770 Lease obligations 1,010 $ 16,680

An impairment loss of $1.0 million allocated to goodwill has been recognized on the remeasurement of the assets and liabilities to write down the carrying amount of the disposal group to its fair value less costs of disposal. This impairment loss has been recorded on the interim condensed consolidated statements of income as a loss on sale of subsidiaries (Note 15).

5. Deferred Commissions

Deferred commissions paid to media account consultants represent costs to obtain new sales contracts. These costs are amortized on a straight-line basis over a two-year period as this reflects the expected period of benefit. During the three and six-month periods ended June 30, 2018, Yellow Pages Limited recorded in operating costs amortization charges related to deferred commissions of $9.0 million and $4.4 million, respectively (2017 – $5.1 million and $10.2 million, respectively). Applying the practical expedient under IFRS 15, the Company recognizes as an expense the commissions paid to media account consultants for contract renewals with revenue recognized over one year or less.

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6. Lease obligations

As at June 30, 2018 December 31, 2017

(Restated – Note 2) January 1, 2017

(Restated – Note 2)

Lease obligations $ 80,118 $ 86,179 $ 61,652 Less current portion 5,012 1,888 9,045 Non-current portion $ 75,106 $ 84,291 $ 52,607

7. Senior secured notes The senior secured notes is comprised of the following:

As at June 30, 2018 December 31, 2017

(Restated – Note 2) January 1, 2017

(Restated – Note 2)

Principal amount of the 10.00% senior secured notes $ 284,756 $ 315,000 $ 309,669 Less unaccreted discount 5,602 6,102 $ 279,154 $ 308,898 $ 309,669 Less current portion1 114,000 54,939 75,161 Non-current portion $ 165,154 $ 253,959 $ 234,508

¹ The current portion of the 10.00% senior secured notes may vary subject to the Excess Cash Flow clause as well as the minimum cash balance requirement on the last day of the mandatory redemption period under the indenture governing the 10.00% senior secured notes.

8. Exchangeable debentures As at June 30, 2018 December 31, 2017 January 1, 2017

Principal amount of exchangeable debentures $ 107,089 $ 107,089 107,089 Less unaccreted interest 11,995 13,022 14,915 $ 95,094 $ 94,067 $ 92,174

9. Restructuring and other charges (recovery) Yellow Pages Limited recorded restructuring and other charges (recovery) of $(1.8) million for the three-month period ended June 30, 2018 (2017 – $2.8 million) consisting of restructuring charges of $5.5 million mainly due to workforce reductions, which were more than offset by a net recovery of $7.3 million relating to the impairment of right-of-use assets and future operation costs provisioned for lease contracts for office closures as a result of a more favorable lease recovery than anticipated.

Yellow Pages Limited recorded restructuring and other charges (recovery) of $9.4 million for the six-month period ended June 30, 2018 (2017 – $10.1 million) consisting of restructuring charges of $25.1 million mainly due to workforce reductions, offset by the $10.6 million impact of a favorable litigation settlement on a contractual obligation with a vendor. Additionally, the restructuring charges were offset by a net recovery of $5.2 million which includes the impairment of right-of-use assets and future operation costs provisioned related to lease contracts for office closures as a result of a more favorable lease recovery than anticipated ($7.3 million), partially offset by an additional impairment of right-of-use assets and future operation costs related to lease contracts for office closures.

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10. Post-employment benefits Yellow Pages Limited recorded an actuarial gain of $5.8 million in other comprehensive income (loss), net of income tax expense of $2.2 million, for the three-month period ended June 30, 2018, primarily due to a higher than expected return on plan assets. Yellow Pages Limited recorded an actuarial loss of $11.4 million in other comprehensive income (loss), net of income tax recovery of $4.1 million, for the three-month period ended June 30, 2017, primarily as a result of a decrease in the discount rate used to measure the post-employment benefits obligation from 3.75% to 3.5%.

Yellow Pages Limited recorded an actuarial gain of $7.9 million in other comprehensive income (loss), net of income tax expense of $2.9 million, for the six-month period ended June 30, 2018, primarily due to a higher than expected return on plan assets as well as an increase in the discount rate from 3.50% to 3.60% and a decrease in the inflation rate from 1.75% to 1.70% in the first quarter of 2018. Yellow Pages Limited recorded an actuarial loss of $3.8 million in other comprehensive income (loss), net of income tax recovery of $1.3 million, for the six-month period ended June 30, 2017, as a result of a decrease in the discount rate used to measure the post-employment benefits obligation from 3.75% to 3.5%, offset by a gain due to the plan assets’ performance.

11. Shareholders’ capital Common shares Issued

For the six-month period ended June 30, 2018 Number of Shares Amount Balance, December 31, 2017 28,075,306 $ 4,031,685Exchange of common share purchase warrants 2 Balance, June 30, 2018 28,075,308 $ 4,031,685

Warrants During the six-month period ended June 30, 2018, 2 common share purchase warrants (“Warrants”) were exercised in exchange for 2 common shares of Yellow Pages Limited (2017 – 2 Warrants). As at June 30, 2018 and December 31, 2017, the Company had a total of 2,995,484 and 2,995,486 Warrants outstanding, respectively.

Earnings per share The following table presents the weighted average number of shares used in computing earnings per share to the weighted average number of shares outstanding used in computing diluted earnings per share as well as net earnings (loss) used in the computation of basic earnings per share to net earnings (loss) adjusted for any dilutive effect:

For the three and six-month periods ended June 30, 2018 2017 2018 2017

Weighted average number of shares outstanding used in computing basic earnings per share 26,446,467 26,663,288 26,386,176 26,554,212 Dilutive effect of restricted share units and performance share units 1,134,801 1,412,018 1,134,801 Dilutive effect of exchangeable debentures 5,624,422

Weighted average number of shares outstanding used in computing diluted earnings per share1 33,205,690 28,075,306 27,520,977 26,554,212

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For the three and six-month periods ended June 30, 2018

2017 (Restated –

Note 2) 2018

2017 (Restated –

Note 2)

Net earnings (loss) used in the computation of basic earnings per share $ 16,646 $ 2,388 $ 15,727 $ (2,699)

Impact of assumed conversion of exchangeable debentures, net of applicable taxes 1,944

Net earnings (loss) used in the computation of basic and diluted earnings per share $ 18,590 $ 2,388 $ 15,727 $ (2,699)¹ The weighted average number of shares outstanding used in the earnings (loss) per share calculation is reduced by the shares held by the trustee for the purpose of funding the restricted share unit and performance share unit plan (the “RSU and PSU Plan”).

For the six-month periods ended June 30, 2018 and June 30, 2017 and three-month period ended June 30, 2017, the diluted earnings per share calculation did not take into consideration the potential dilutive effect of the exchangeable debentures as they are not dilutive. For the three and six-month periods ended June 30, 2018 and the three and six-month periods ended June 30, 2017, the diluted earnings per share calculation did not take into consideration the potential dilutive effect of the Warrants as well as stock options that are not in the money as they are not dilutive.

12. Segmented information The operations are divided into four reportable segments: YP, Agency, Real Estate and Other, which operate primarily in Canada, with substantially all of their assets also in Canada. The financial information has been prepared in the same manner as the December 31, 2017 audited financial statements except for reflecting changes for the new standards adopted on January 1, 2018 in note 2.3.

The YP segment provides small and medium-sized businesses across Canada digital and traditional marketing solutions, including online and mobile priority placement on Yellow Pages owned and operated media, content syndication, search engine solutions, website fulfillment, social media campaign management and digital display advertising, video production and print advertising.

The Agency segment provides national advertising services to brands and publishers, primarily through its Mediative division, and JUICE Mobile and Totem subsidiaries. Mediative offers dedicated marketing and performance media services to national clients Canada-wide. JUICE Mobile’s proprietary Programmatic Direct and Real-Time Bidding platforms facilitate the automatic buying and selling of mobile advertising between brands and advertisers. This segment included the operations of Totem which provided customized content creation and delivery for global brands until the operations were sold as of May 31, 2018.

The Company divested all of the operations of its Real Estate segment through the sales of ComFree/DuProprio (CFDP) as of July 6, 2018 and Yellow Pages NextHome as of July 23, 2018, however the segment was in full operation during the periods presented. The Real Estate segment provided homeowners in Canada with media to sell their homes in a proven and cost-effective manner as well as published locally-targeted real estate listings. It addressed the needs of the consumer in the Canadian real estate market via its ComFree/DuProprio (CFDP) and Yellow Pages NextHome subsidiaries.

Yellow Pages Other segment includes the 411.ca digital directory service and until the sale as of May 31, 2018 of Western Media Group, magazines generating local lifestyle content specific to the Western Canada region, in the restaurants, real estate and lifestyle categories.

Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. The Company accounts for transactions between reportable segments in the same manner it accounts for transactions with external customers and eliminates them on consolidation. The President and Chief Executive Officer (“CEO”) is the Chief Operating Decision Maker and he uses Income from operations before depreciation and amortization, and restructuring and other charges (recovery) less capital expenditures, to measure the performance of each segment. The Chief Operating Decision Maker also reviews revenues by similar products and services, such as Print and Digital.

Print revenues are recognized at a point in time, whereas 89% of digital revenues are recognized over time of the contract and 11% at a point in time.

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The following tables present financial information for the three-month periods ended June 30, 2018 and 2017. For the three-month period ended June 30, 2018

YP Agency Real Estate Other Intersegment eliminations

Yellow Pages Limited

Revenues Print $ 37,825 $ 904 $ 2,024 $ 669 $ (12) $ 41,410 Digital 89,351 14,094 15,707 3,462 (812) 121,802 Total revenues 127,176 14,998 17,731 4,131 (824) 163,212 Operating costs 73,433 13,935 15,630 3,816 (824) 105,990 Income from operations before depreciation and

amortization, and restructuring and other charges (recovery) $ 53,743 $ 1,063 $ 2,101 $ 315 $ – $ 57,222

Depreciation and amortization 19,202 Restructuring and other charges (recovery) (1,754)Financial charges, net 13,977 Loss on sale of subsidiaries 903 Provision for income taxes 8,248 Net earnings $ 16,646 Additions to intangible assets and property and equipment, net of lease incentives received $ (72) $ 18 $ 319 $ 151 $ – $ 416 For the three-month period ended June 30, 2017¹ (Restated – Note 2)

YP Agency Real Estate Other Intersegment eliminations

Yellow Pages Limited

Revenues Print $ 49,302 $ 2,250 $ 2,983 $ 1,326 $ (23) $ 55,838 Digital 103,103 16,602 14,139 4,820 (987) 137,677 Total revenues 152,405 18,852 17,122 6,146 (1,010) 193,515 Operating costs 104,606 19,591 14,783 5,603 (1,010) 143,573 Income (loss) from operations before depreciation and

amortization, and restructuring and other charges (recovery) $ 47,799 $ (739) $ 2,339 $ 543 $ – $ 49,942

Depreciation and amortization 29,262 Restructuring and other charges (recovery) 2,778 Financial charges, net 12,808 Provision for income taxes 2,344 Loss from investment in a jointly controlled entity 362 Net earnings $ 2,388 Additions to intangible assets and property and equipment, net of lease incentives received $ 9,480 $ 626 $ 268 $ 1,511 $ – $ 11,885 ¹ The three-month period ended June 30, 2017 was restated to reflect the adoption of IFRS 15 and 16, which were applied using the full retrospective approach.

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The following tables present financial information for the six-month periods ended June 30, 2018 and 2017. For the six-month period ended June 30, 2018

YP Agency Real Estate Other Intersegment eliminations

Yellow Pages Limited

Revenues Print $ 70,798 $ 2,016 $ 4,419 $ 1,163 $ (22) $ 78,374 Digital 181,811 26,667 30,001 7,280 (1,607) 244,152 Total revenues 252,609 28,683 34,420 8,443 (1,629) 322,526 Operating costs 151,904 28,089 31,205 7,802 (1,629) 217,371 Income from operations before depreciation and

amortization, and restructuring and other charges (recovery) $ 100,705 $ 594 $ 3,215 $ 641 $ – $ 105,155

Depreciation and amortization 40,086 Restructuring and other charges (recovery) 9,444 Financial charges, net 28,139 Loss on sale of subsidiaries 903 Provision for income taxes 10,856 Net earnings $ 15,727 Additions to intangible assets and property and equipment, net of lease incentives received $ 4,820 $ 144 $ 481 $ 366 $ – $ 5,811 For the six-month period ended June 30, 20171 (Restated – Note 2)

YP Agency Real Estate Other Intersegment eliminations

Yellow Pages Limited

Revenues Print $ 89,640 $ 3,159 $ 6,750 $ 2,009 $ (35) $ 101,523 Digital 206,520 30,219 27,731 9,496 (1,766) 272,200 Total revenues 296,160 33,378 34,481 11,505 (1,801) 373,723 Operating costs 205,547 37,855 30,043 10,603 (1,801) 282,247 Income (loss) from operations before depreciation and

amortization, and restructuring and other charges (recovery) $ 90,613 $ (4,477) $ 4,438 $ 902 $ – $ 91,476

Depreciation and amortization 56,845 Restructuring and other charges (recovery) 10,064 Financial charges, net 25,233 Provision for income taxes 1,312 Loss from investment in a jointly controlled entity 721 Net loss $ (2,699)Additions to intangible assets and property and equipment, net of lease incentives received $ 23,128 $ 1,480 $ 389 $ 1,746 $ – $ 26,743 ¹ The six-month period ended June 30, 2017 was restated to reflect the adoption of IFRS 15 and 16, which were applied using the full retrospective approach.

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13. Stock-based compensation plans The total number of common shares of Yellow Pages Limited held by the trustee for the purpose of funding the restricted share unit and performance share unit plan (the “RSU and PSU Plan”) amounted to 1,134,801 as at June 30, 2018.

The following table summarizes the continuity of the RSUs and PSUs during the six-month periods ended June 30:

2018 2017 Number of RSUs PSUs¹ RSUs PSUs¹

Outstanding, beginning of period 763,624 795,811 444,355 596,114 Granted 88,487 688,029 1,041,657 Additional (reduction in) payout related to achievement of targets² (56,802) 21,013 Settled (144,675) (34,788) (140,680) (196,693)Forfeited (112,696) (164,160) (33,371) (48,443)Outstanding, end of period 594,740 540,061 958,333 1,413,648 Weighted average remaining life (years) 1.6 1.0 2.0 2.0

¹ The outstanding number of PSUs represents a payout of 100%. In addition, the potential payout in excess of 100% and limited to a maximum payout of 150% pursuant to the achievement of certain performance targets, amounted to 819,780 common shares as at June 30, 2018 (2017 – 706,777 common shares).

² The additional (reduction in) payout is related to the achievement of certain performance targets in excess (shortfall) of 100% and amounted to a reduction of 62% for the six-month period ended June 30, 2018 (2017 – additional 12%).

During the three and six-month periods ended June 30, 2018, an expense of $0.8 million and $1.0 million, respectively (2017 – $1.4 million and $2.9 million, respectively) was recorded in the interim condensed consolidated statements of income in operating costs in relation to the RSU and PSU Plan. Deferred Share Unit Plan The following table summarizes the continuity of the deferred share units (“DSUs”) during the six-month periods ended June 30:

2018 2017 Number of DSUs Liability¹ Number of DSUs Liability¹

Outstanding, beginning of period 332,245 $ 2,793 246,892 $ 4,368Granted² 126,338 491 97,578 589

Forfeited (34,451) (173) Settled (52,494) (444)

Variation due to change in stock price 223 (2,671)Outstanding, end of period 371,638 $ 2,890 344,470 $ 2,286 Vested, end of period 320,106 $ 2,890 307,185 $ 2,286

¹ The liability related to the DSU Plan is recorded in trade and other payables, and the expense related to the units vested and the variation due to changes in stock price is included in operating costs.

² The liability related to the DSUs granted represents the portion that is vested as at June 30.

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Stock options The following table summarizes the continuity of the stock options presented as a liability during the six-month periods ended June 30:

2018 2017 Number of options Liability¹ Number of options Liability Outstanding, beginning of period 701,875 $ 194 $ Variation due to change in fair value and vesting $ 343 $ Outstanding, end of period 701,875 $ 537 $ Vested, end of period 194,965 $ 537 $

¹ The liability related to the stock options is recorded in trade and other payables, and the expense related to the vested options and the variation due to change in fair value are included in operating costs.

The following table summarizes the continuity of all stock options under the Stock Option Plan during the six-month periods ended June 30:

2018 2017

Number of options Weighted average

exercise price per option Number of options Weighted average

exercise price per option Outstanding, beginning of period 1,024,550 $ 10.11 630,950 $ 16.73 Granted 775,963 $ 7.61 $ Forfeited (274,821) $ 13.18 (6,050) $ 16.44 Outstanding, end of period 1,525,692 $ 8.29 624,900 $ 16.73 Exercisable, end of period 60,425 $ 18.22 368,200 $ 15.79

The following table provides additional information about Yellow Pages Limited’s Stock Option Plan as at June 30:

2018 2017

Exercise price Number of options

outstanding Weighted average

remaining life Number of options

outstanding Weighted average

remaining life

$7.61 749,242 3.7 $7.97 701,875 2.2 $10.12 11,375 1.9 167,375 2.9 $16.44 15,000 3.7 160,000 4.7 $17.83 20,800 4.7 163,000 5.7 $17.96 4,600 4.9 $19.61 7,700 3.0 7,700 4.0 $20.33 4,900 2.9 4,900 3.9 $24.65 14,800 2.7 117,325 3.7 Outstanding, end of period 1,525,692 3.0 624,900 4.2 Exercisable, end of period 60,425 3.1 368,200 3.6

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Stock options were valued using a binomial option pricing model. Expected volatility is based on the historical share price volatility over the average expected life of the options granted. The following table shows the key inputs into the valuation model for the six-month periods ended June 30:

2018 2017 Weighted average grant date share price $ 7.60 $ Exercise price $ 7.61 $ Expected volatility 43.3% Option life 4 years Risk-free interest rate 2.41% Weighted average remaining life 3.7 years

During the three and six-month periods ended June 30, 2018, an expense of $0.4 million and $0.6 million, respectively (2017 – $0.1 million and $0.3 million, respectively) was recorded in the interim condensed consolidated statements of income in operating costs in relation to the Stock Option Plan.

Share appreciation rights plan

The following table summarizes the continuity of the share appreciation rights (“SARs”) under the SARs Plan during the six-month periods ended June 30:

2018 2017 Number of SARs Liability¹ Number of SARs Liability Outstanding, beginning of period 701,875 $ 194 $ Variation due to change in fair value and vesting $ 343 $ Outstanding, end of period 701,875 $ 537 $ Vested, end of period 194,965 $ 537 $

¹ The liability related to the SAR Plan is recorded in trade and other payables, and the expense related to the units vested and the variation due to change in fair value are included in operating costs.

SARs were valued using a binomial option pricing model. Expected volatility is based on the historical share price volatility over the average expected life of the SARs granted. The following table shows the key inputs into the valuation model as at June 30:

2018 2017 Weighted average grant date share price $ 9.12 $ Exercise price $ 7.97 Expected volatility 42.2% SAR life 3 years Risk-free interest rate 2.3% Weighted average remaining life 2.3 years

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14. Financial charges, net

The significant components of the financial charges, net are as follows:

For the three and six-month periods ended June 30, 2018 2017

(Restated – Note 2) 2018 2017

(Restated – Note 2)

Interest on senior secured notes and exchangeable debentures $ 10,725 $ 9,633 $ 21,496 $ 19,392Interest on lease obligation 1,585 1,479 3,310 2,574

Net interest on the defined benefit obligations 1,235 1,419 2,472 2,839 Other, net 432 277 861 428

$ 13,977 $ 12,808 $ 28,139 $ 25,233

15. Loss on sale of subsidiaries

On July 6, 2018, the Company’s affiliate, Yellow Pages Digital & Media Solutions Limited, sold CFDP to Purplebricks Group PLC ("PB") for cash consideration of $51.0 million on a cash free debt free basis, subject to a working capital adjustment. An impairment loss of $1.0 million, related to the classification of the CFDP network as a disposal group held for sale, has been recorded in the interim condensed consolidated statements of income (loss).

During the three-month period ended June 30, 2018, Yellow Pages disposed of Totem and Western Media Group, two affiliates of the Company, which resulted in the recognition of a $0.1 million gain in the interim condensed consolidated statements of income (loss).

16. Financial Instruments - Fair values and Risk Management

Fair value hierarchy The three levels of fair value hierarchy are as follows:

• Level 1 – inputs are unadjusted quoted prices of identical instruments in active markets. • Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. • Level 3 – inputs used in a valuation technique are not based on observable market data in determining fair values of the instruments.

Determination of fair value and the resulting hierarchy requires the use of observable market data whenever available. The classification of a financial instrument in the hierarchy is based upon the lowest level of input that is significant to the measurement of fair value.

The following table summarizes the financial instruments measured at fair value in the consolidated statements of financial position, classified using the fair value hierarchy: As at Level June 30, 2018 December 31, 2017 January 1, 2017

Financial asset or liability Equity investments classified at FVOCI 3 $ $ 5,502 $ 5,502

Yellow Pages Limited’s investments are comprised of privately held equity securities and are carried at fair value based on estimates on market rates prevailing at the statement of financial position date. The investments are presented in financial and other assets in the consolidated statements of financial position.

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During the year ended December 31, 2017, the Company invested $5.4 million in Melian Labs, Inc., which operates an all-in-one commerce platform, MyTime, which includes online booking, automated marketing, point of sale and analytics for local businesses. During the first quarter of 2018, this investment was written down to the expected realizable value following management’s decision to no longer invest in this business.

The fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The fair value of the senior secured notes and the exchangeable debentures is evaluated based on quoted market prices as at the statement of financial position date. The Company has not adopted any hedge accounting during the period.

The following schedule represents the carrying values and the fair values of financial instruments not measured at fair value in the consolidated statement of financial position as at June 30, 2018. The fair value of cash, trade and other receivables, and trade and other payables are not included, as their carrying amount is a reasonable approximation of fair value due to their short-term maturity:

Level Carrying Value Fair Value Senior secured notes 1 $ 279,154 $ 292,323 Exchangeable debentures 1 $ 95,094 $ 107,089

17. Subsequent event

On July 23, Yellow Pages Limited disposed of Yellow Pages Next Home business for a nominal amount. As a result, the company will no longer consolidate the business as of that date.

18. Comparative figures

Yellow Pages Limited reclassified certain items in the interim condensed consolidated financial statements to conform to the current period’s presentation.